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EXHIBIT 10.3




INDEMNIFICATION AGREEMENT




     This Indemnification Agreement, dated as of the date set forth on the
signature page hereto (this “Agreement”), is between Nextel Communications,
Inc., a Delaware corporation (the “Company”), and the individual listed on the
signature page hereto as “Indemnitee.”



RECITALS:




     A. Section 141 of the Delaware General Corporation Law (the “DGCL”)
provides that the business and affairs of a Delaware corporation is to be
managed by or under the direction of its board of directors.



     B. Pursuant to Sections 141 and 142 of the DGCL, significant authority
with respect to the management of the Company has been delegated to the
officers of the Company.



     C. By virtue of the managerial prerogatives vested in the directors and
officers of a Delaware corporation, directors and officers act as fiduciaries
of the corporation and its stockholders.



     D. Thus, it is important to the Company and its stockholders that the
Company have capable persons reasonably available to serve as directors and
officers of the Company.



     E. In recognition of the need for corporations to be able to induce
well-qualified persons to accept positions in corporate management, Delaware
law authorizes (and in some instances requires) corporations to indemnify their
directors and officers and further authorizes corporations to purchase and
maintain insurance for the benefit of their directors and officers.



     F. The Delaware courts have recognized that indemnification by a
corporation serves various legitimate purposes, including (1) allowing
corporate officials to resist unjustified lawsuits and claims, secure in the
knowledge that, if vindicated, the corporation will bear the expense of
litigation and (2) encouraging capable people to serve as corporate directors
and officers, secure in the knowledge that the corporation will absorb the
costs of defending their honesty and integrity.



     G. The number of lawsuits challenging the judgment and actions of
directors and officers of Delaware corporations, the costs of defending those
lawsuits and the threat to directors’ and officers’ personal assets have all
materially increased over the past several years, in many instances chilling
the willingness of capable people to undertake or continue the responsibilities
imposed on corporate directors and officers.



     H. Recent federal legislation and rules adopted by the Securities and
Exchange Commission and the national securities exchanges have exposed such
directors and officers to new and substantially broadened civil liabilities.



 









 





     I. Under Delaware law, a director’s or officer’s right to be reimbursed
for the costs of defense of certain actions, whether such claims are asserted
under state or federal law, does not depend upon the merits of the claims
asserted against the director or officer and is separate and distinct from any
right to indemnification the director or officer may be able to establish.



     J. Indemnitee is or will be a director or officer of the Company and
possibly one or more of its subsidiaries and his/her willingness to serve or
continue to serve in such capacities is predicated, in substantial part, upon
the Company’s willingness to indemnify him/her in accordance with the
principles reflected above, to the fullest extent permitted by the laws of the
state of Delaware, and upon the other undertakings set forth in this Agreement.



     K. Therefore, in recognition of the need to provide Indemnitee with
appropriate protection against personal liability, in order to procure
Indemnitee’s continued service as a director or officer of the Company and to
enhance Indemnitee’s ability to serve the Company in an effective manner, and
in order to provide such protection pursuant to express contract rights
(intended to be enforceable irrespective of, among other things, any amendment
to the Company’s certificate of incorporation or bylaws (collectively, the
“Constituent Documents”), any change in the composition of the Company’s Board
of Directors (the “Board”), or any Change in Control of or Business Combination
relating to the Company), the Company wishes to provide in this Agreement for
the indemnification of and the advancement of Expenses to Indemnitee as set
forth in this Agreement and for the continued coverage of Indemnitee under the
Company’s directors’ and officers’ liability insurance policies.



     L. In light of the considerations referred to in the preceding recitals,
it is the Company’s intention and desire that the provisions of this Agreement
be construed liberally to maximize the protections to be provided to Indemnitee
hereunder.



     Now, therefore, the parties hereby agree as follows:



     1. Certain Definitions. In addition to terms defined elsewhere herein,
the following terms have the following meanings when used in this Agreement
with initial capital letters:



          (a) “Change in Control” means the occurrence after the date of this
Agreement of any of the following events:




               (i) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) (“Beneficial Ownership”) of 50% or more of the
combined voting power of the Voting Stock of the Company; provided,
however, that for purposes of this Section 1(a)(i), the following
acquisitions (“Exempt Transactions”) will not constitute a Change in
Control: (A) any acquisition of Voting Stock of the Company by the
Company or any Subsidiary; (B) any acquisition of Voting Stock of the
Company by any



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	 	 	employee benefit plan (or related trust) sponsored or maintained by
the Company or any Subsidiary; and (C) any acquisition of Voting Stock of
the Company by any Person pursuant to a Business Combination that
complies with clauses (A) and (B) of Section 1(a)(iii) below;






               (ii) a majority of the Directors are not Incumbent Directors;




               (iii) the consummation of a reorganization, merger or consolidation,
or sale or other disposition of all or substantially all of the assets of
the Company or the acquisition of assets of another corporation, or other
similar transaction (each, a “Business Combination”), unless, in each
case, (A) immediately following such Business Combination all or
substantially all of the Persons who were the Beneficial Owners of Voting
Stock of the Company immediately prior to such Business Combination
Beneficially Own, directly or indirectly, a majority of the combined
voting power of the then outstanding shares of Voting Stock of the entity
resulting from such Business Combination (including, without limitation,
an entity which as a result of such transaction owns the Company or all
or substantially all of the Company’s assets either directly or through
one or more subsidiaries) or (B) such Business Combination is an
otherwise Exempt Transaction; or




               (iv) the Company files a report or proxy statement pursuant to the
Exchange Act disclosing in response to Form 8-K or Schedule 14A that a
change in control of the Company has occurred, except as a result of an
Exempt Transaction.




               (v) For purposes of this Section 1(a), the following terms will have
the following meanings when used herein with initial capital letters:




	(A)	 	“Exchange Act” means the
Securities Exchange Act of 1934, as amended.
	 
	(B)	 	“Incumbent Directors”
means the individuals who, as of the date hereof,
are directors of the Company and any individual
becoming a director subsequent to the date hereof
(including other Incumbent Directors who first
became directors after the date hereof) whose
election, nomination for election by the Company’s
stockholders or appointment was approved by a vote
of at least two-thirds of the then Incumbent
Directors on the Board or a duly authorized
directorate committee (either by a specific vote
or by approval of the proxy statement of the
Company in which such individual is named as a
nominee for director, without objection to such
nomination); provided, however, that an individual
will not be an Incumbent Director if such
individual’s election or appointment to the Board
occurs as a result of an




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	 	 	actual or threatened election contest (as
described in Rule 14a-12(c) of the Exchange Act)
with respect to the election or removal of
directors or other actual or threatened
solicitation of proxies or consents by or on
behalf of a Person other than the Board.
	 
	(C)	 	“Subsidiary” means an
entity in which the Company directly or indirectly
Beneficially Owns 50% or more of the outstanding
Voting Stock.
	 
	(D)	 	“Voting Stock” means
securities entitled to vote generally in the
election of directors (or similar governing
bodies).





          (b) “Claim” means (i) any threatened, asserted, pending or completed
claim, demand, action, suit or proceeding, whether civil, criminal,
administrative, arbitrative, investigative or other, and whether made pursuant
to federal, state or other law, and (ii) any inquiry or investigation, whether
threatened, asserted, pending or completed, by the Company or any other Person,
including without limitation any federal, state or other governmental entity,
that Indemnitee determines might lead to the institution of any such claim,
demand, action, suit or proceeding. For the avoidance of doubt, the Company
intends indemnity to be provided hereunder in respect of acts or failures to
act prior to, on or after the date hereof and apply to any act or failure to
act, or claim related thereto, in whole or in part prior to, on or after the
date hereof.



          (c) “Controlled Affiliate” means any corporation, limited liability
company, partnership, joint venture, trust or other entity or enterprise,
whether or not for profit, that is directly or indirectly controlled by the
Company. For purposes of this definition, “control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of an entity or enterprise, whether through the
ownership of Voting Stock, through other voting rights, by contract or
otherwise; provided that direct or indirect Beneficial Ownership of capital
stock or other interests in an entity or enterprise entitling the holder to
cast 50% or more of the total number of votes generally entitled to be cast in
the election of directors (or persons performing comparable functions) of such
entity or enterprise will be deemed to constitute control for purposes of this
definition.



          (d) “Disinterested Director” means a director of the Company who is not
and was not a party to the Claim in respect of which indemnification is sought
by Indemnitee.



          (e) “Expenses” means attorneys’ and experts’ fees and expenses and all
other costs and expenses paid or payable in connection with investigating,
defending, being a witness in or participating in (including on appeal), or
preparing to investigate, defend, be a witness in or participate in (including
on appeal), any Claim.



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          (f) “Indemnifiable Claim” means any Claim based upon, arising out of or
resulting from (i) any threatened, asserted, pending or completed claim,
demand, action, suit, proceeding, inquiry or investigation regarding the act or
failure to act by Indemnitee in his or her capacity as a director, officer,
employee or agent of the Company or as a director, officer, employee, member,
manager, trustee or agent of any other corporation, limited liability company,
partnership, joint venture, trust or other entity or enterprise, whether or not
for profit, as to which Indemnitee is or was serving at the request of the
Company as a director, officer, employee, member, manager, trustee or agent,
including without limitation any Controlled Affiliate of the Company, (ii) any
threatened, asserted, pending or completed claim, demand, action, suit,
proceeding, inquiry or investigation regarding the act or failure to act by
Indemnitee in respect of any business, transaction, communication, filing,
disclosure or other activity of the Company or any other entity or enterprise
referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a
current or former director, officer, employee or agent of the Company or as a
current or former director, officer, employee, member, manager, trustee or
agent of the Company or any other entity or enterprise referred to in clause
(i) of this sentence or any actual, alleged or suspected act or failure to act
by Indemnitee in connection with any obligation or restriction imposed upon
Indemnitee by reason of such status. In addition to any service at the actual
request of the Company, for purposes of this Agreement, Indemnitee will be
deemed to be serving or to have served at the request of the Company as a
director, officer, employee, member, manager, trustee or agent of another
entity or enterprise if Indemnitee is or was serving as a director, officer,
employee, member, manager, trustee or agent of such entity or enterprise and
(i) such entity or enterprise is or at the time of such service was a
Controlled Affiliate, (ii) such entity or enterprise is or at the time of such
service was an employee benefit plan (or related trust) sponsored or maintained
by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled
Affiliate (by action of the Board, any committee thereof or the Company’s Chief
Executive Officer (“CEO”) (other than as the CEO him- or herself) caused or
authorized Indemnitee to be nominated, elected, appointed, designated,
employed, engaged or selected to serve in such capacity.



          (g) “Indemnifiable Losses” means any and all Losses relating to, arising
out of or resulting from any Indemnifiable Claim.



          (h) “Independent Counsel” means a law firm, or a member of a law firm,
that is experienced in matters of corporation law and neither presently is, nor
in the past five years has been, retained to represent (i) the Company (or any
Subsidiary) or Indemnitee in any matter material to either such party (other
than with respect to matters concerning the Indemnitee under this Agreement, or
of other indemnitees under similar indemnification agreements) or (ii) any
other named (or, as to a threatened matter, reasonably likely to be named)
party to the Indemnifiable Claim giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term “Independent Counsel” will
not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights
under this Agreement.



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          (i) “Losses” means any and all Expenses, damages, losses, liabilities,
judgments, fines, penalties (whether civil, criminal or other) and amounts paid
or payable in settlement, including without limitation all interest,
assessments and other charges paid or payable in connection with or in respect
of any of the foregoing.



     2. Indemnification Obligation. Subject only to Section 7 and to the
proviso in this Section, the Company will indemnify, defend and hold harmless
Indemnitee, to the fullest extent permitted or required by the laws of the
State of Delaware in effect on the date hereof or as such laws may from time to
time hereafter be amended to increase the scope of such permitted
indemnification, against any and all Indemnifiable Claims and Indemnifiable
Losses; provided, however, that, except as provided in Sections 4 and 20,
Indemnitee will not be entitled to indemnification pursuant to this Agreement
in connection with any Claim initiated by Indemnitee against the Company or any
director or officer of the Company unless the Company has joined in or
consented to the initiation of such Claim. The Company acknowledges that the
foregoing obligation is substantially broader than that now provided by
applicable law and the Company’s Constituent Documents and intends that it be
interpreted consistently with this Section and the recitals to this Agreement.



     3. Advancement of Expenses. Indemnitee will have the right to advancement
by the Company, prior to the final disposition of any Indemnifiable Claim, of
any and all Expenses relating to, arising out of or resulting from any
Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee
determines are reasonably likely to be paid or incurred by Indemnitee. Without
limiting the generality or effect of any other provision hereof, Indemnitee’s
right to such advancement is not subject to the satisfaction of any standard of
conduct. Without limiting the generality or effect of the foregoing, within
five business days after any request by Indemnitee, the Company will, in
accordance with such request (but without duplication), (a) pay such Expenses
on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount
sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses;
provided that Indemnitee will repay, without interest, any amounts actually
advanced to Indemnitee that, at the final disposition of the Indemnifiable
Claim to which the advance related, were in excess of amounts paid or payable
by Indemnitee in respect of Expenses relating to, arising out of or resulting
from such Indemnifiable Claim or in excess of the indemnification to which
Indemnitee is entitled. In connection with any such payment, advancement or
reimbursement, at the request of the Company, Indemnitee will, if requested by
the Company, execute and deliver to the Company an undertaking, which need not
be secured and must be accepted without reference to Indemnitee’s ability to
repay the Expenses, by or on behalf of the Indemnitee, to repay any amounts
paid, advanced or reimbursed by the Company referred to in the preceding
sentence.



     4. Indemnification for Additional Expenses. Without limiting the
generality or effect of the foregoing, the Company will indemnify and hold
harmless Indemnitee against and, if requested by Indemnitee, will reimburse
Indemnitee for, or advance to Indemnitee, within five business days of such
request, any and all Expenses paid or incurred by Indemnitee or which
Indemnitee determines are



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reasonably likely to be paid or incurred by Indemnitee in connection with
any Claim made, instituted or conducted by Indemnitee for (a) indemnification
or reimbursement or advance payment of Expenses by the Company under any
provision of this Agreement, or under any other agreement or provision of the
Constituent Documents now or hereafter in effect relating to Indemnifiable
Claims, and/or (b) recovery under any directors’ and officers’ liability
insurance policies maintained by the Company, regardless in each case of
whether Indemnitee ultimately is determined to be entitled to such
indemnification, reimbursement, advance or insurance recovery, as the case may
be; provided, however, that Indemnitee must return, without interest, any such
advance of Expenses (or portion thereof) which remains unspent at the final
disposition of the Claim to which the advance related.




     5. Partial Indemnity. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a portion of any
Indemnifiable Loss but not for all of the total amount thereof, the Company
shall nevertheless indemnify Indemnitee for the portion thereof to which
Indemnitee is entitled.



     6. Procedure for Notification. To obtain indemnification under this
Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss,
Indemnitee must submit to the Company a written request therefor, including a
brief description (based upon information then available to Indemnitee) of such
Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of
such request, the Company has directors’ and officers’ liability insurance in
effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss
is potentially available, the Company shall give prompt written notice of such
Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in
accordance with the procedures set forth in the applicable policies. The
Company will provide to Indemnitee a copy of such notice delivered to the
applicable insurers, and copies of all subsequent correspondence between the
Company and such insurers regarding the Indemnifiable Claim or Indemnifiable
Loss, in each case substantially concurrently with the delivery or receipt
thereof by the Company. The failure by Indemnitee to timely notify the Company
of any Indemnifiable Claim or Indemnifiable Loss will not relieve the Company
from any liability hereunder unless, and only to the extent that, the Company
did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and
such failure results in forfeiture by the Company of substantial defenses,
rights or insurance coverage.



     7. Determination of Right to Indemnification. (a) To the extent that
Indemnitee is successful on the merits or otherwise in defense of any
Indemnifiable Claim or any portion thereof or in defense of any issue or matter
therein, including without limitation dismissal without prejudice, Indemnitee
will be indemnified against all Indemnifiable Losses relating to, arising out
of or resulting from such Indemnifiable Claim in accordance with Section 2 and
no Standard of Conduct Determination will be required. Without limiting the
generality or effect of the foregoing, any Claim that is settled in whole or in
part or withdrawn will be deemed to be subject to this Section 7(a), unless the
indemnification would be inconsistent with any condition with respect to
indemnification expressly imposed by the court in approving the settlement.



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          (b) To the extent that the provisions of Section 7(a) are inapplicable to
an Indemnifiable Claim that has been finally disposed of, any determination of
whether Indemnitee has satisfied any applicable standard of conduct under
Delaware law that is a legally required condition precedent to indemnification
of Indemnitee hereunder against Indemnifiable Losses relating to, arising out
of or resulting from such Indemnifiable Claim (a “Standard of Conduct
Determination”) will be made as follows: (i) if a Change in Control has not
occurred, or if a Change in Control has occurred but Indemnitee has requested
that the Standard of Conduct Determination be made pursuant to this clause (i),
(A) by a majority vote of the Disinterested Directors, even if less than a
quorum of the Board, (B) if such Disinterested Directors so direct, by a
majority vote of a committee of Disinterested Directors designated by a
majority vote of all Disinterested Directors, (C) if there are no such
Disinterested Directors, by Independent Counsel in a written opinion addressed
to the Board, a copy of which must be delivered to Indemnitee, or (D) by action
of the Company’s stockholders; and (ii) if a Change in Control has occurred and
Indemnitee has not requested that the Standard of Conduct Determination be made
pursuant to clause (i), by Independent Counsel in a written opinion addressed
to the Board, a copy of which must be delivered to Indemnitee. Upon reasonable
advance request, Indemnitee will cooperate with reasonable requests of the
individual or firm making such Standard of Conduct Determination, including by
providing to such Person documentation or information which is not privileged
or otherwise protected from disclosure and which is reasonably available to
Indemnitee and reasonably necessary to such determination without incurring any
unreimbursed cost in connection therewith. The Company will indemnify and hold
harmless Indemnitee against and, if requested by Indemnitee, will reimburse
Indemnitee for, or advance to Indemnitee, within five business days of such
request, any and all costs and expenses (including attorneys’ and experts’ fees
and expenses) incurred by Indemnitee in so cooperating with the Person making
such Standard of Conduct Determination.



          (c) The Company will use its best efforts to cause any Standard of Conduct
Determination required under Section 7(b) to be made as promptly as
practicable. If (i) the Persons empowered or selected under Section 7 to make
the Standard of Conduct Determination do not make a determination (x) within 30
calendar days after the later of (A) receipt by the Company of written notice
from Indemnitee advising the Company of the final disposition of the applicable
Indemnifiable Claim (the date of such receipt being the “Notification Date”)
and (B) the selection of an Independent Counsel, if such determination is to be
made by Independent Counsel, that is permitted under the provisions of Section
7(e) to make such determination or (y) if such determination is to be made by
the Company’s stockholders, within 180 calendar days after the Notification
Date, and (ii) Indemnitee has fulfilled his/her obligations set forth in the
second sentence of Section 7(b), then Indemnitee will be deemed to have
satisfied the applicable standard of conduct; provided that such applicable
period may be extended for a reasonable time, not to exceed an additional 30
calendar days, if the Person making such determination in good faith requires
such additional time for the obtaining or evaluation or documentation and/or
information relating thereto.



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          (d) If (i) Indemnitee is entitled to indemnification hereunder against any
Indemnifiable Losses pursuant to Section 7(a), (ii) no determination of whether
Indemnitee has satisfied any applicable standard of conduct under Delaware law
is a legally required condition precedent to indemnification of Indemnitee
hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been
determined or deemed pursuant to Section 7(b) or (c) to have satisfied any
applicable standard of conduct under Delaware law which is a legally required
condition precedent to indemnification of Indemnitee hereunder against any
Indemnifiable Losses, then the Company will pay to Indemnitee, within five
business days after the later of (x) the Notification Date in respect of the
Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are
related, out of which such Indemnifiable Losses arose or from which such
Indemnifiable Losses resulted and (y) the earliest date on which the applicable
criterion specified in clause (i), (ii) or (iii) above have been satisfied, an
amount equal to the amount of such Indemnifiable Losses.



          (e) If a Standard of Conduct Determination is required to be, but has not
been, made by Independent Counsel pursuant to Section 7(b)(i), the Independent
Counsel will be selected by the Board or a committee of the Board, and the
Company will give written notice to Indemnitee advising him or her of the
identity of the Independent Counsel so selected. If a Standard of Conduct
Determination is required to be, or to have been, made by Independent Counsel
pursuant to Section 7(b)(ii), the Independent Counsel will be selected by
Indemnitee, and Indemnitee will give written notice to the Company advising it
of the identity of the Independent Counsel so selected. In either case,
Indemnitee or the Company, as applicable, may, within five business days after
receiving written notice of selection from the other, deliver to the other a
written objection to such selection; provided, however, that such objection may
be asserted only on the ground that the Independent Counsel so selected does
not satisfy the criteria set forth in the definition of “Independent Counsel”
in Section 1(h), and the objection must set forth with particularity the
factual basis of such assertion. Absent a proper and timely objection, the
Person so selected will act as Independent Counsel. If such written objection
is properly and timely made and substantiated, (i) the Independent Counsel so
selected may not serve as Independent Counsel unless and until such objection
is withdrawn or a court has determined that such objection is without merit and
(ii) the non-objecting party may, at its option, select an alternative
Independent Counsel and give written notice to the other party advising such
other party of the identity of the alternative Independent Counsel so selected,
in which case the provisions of the two immediately preceding sentences and
clause (i) of this sentence will apply to such subsequent selection and notice.
If applicable, the provisions of clause (ii) of the immediately preceding
sentence will apply to successive alternative selections. If no Independent
Counsel that is permitted under the foregoing provisions of this Section 7(e)
to make the Standard of Conduct Determination has been selected within 30
calendar days after the Company gives its initial notice pursuant to the first
sentence of this Section 7(e) or Indemnitee gives its initial notice pursuant
to the second sentence of this Section 7(e), as the case may be, either the
Company or Indemnitee may petition the Chancery Court of the State of Delaware
for resolution of any objection which has been made by the Company or
Indemnitee to the other’s selection of Independent Counsel and/or for the
appointment as Independent Counsel of a



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person or firm selected by the Court or by such other person as the Court
may designate, and the person or firm with respect to whom all objections are
so resolved or the person or firm so appointed will act as Independent Counsel.
In all events, the Company will pay all of the reasonable fees and expenses of
the Independent Counsel incurred in connection with the Independent Counsel’s
determination pursuant to Section 7(b).




     8. Presumption of Entitlement. Notwithstanding any other provision
hereof, in making any Standard of Conduct Determination, the Person making such
determination must presume that Indemnitee has satisfied the applicable
standard of conduct, and the Person may overcome such presumption only by its
adducing clear and convincing evidence to the contrary. Any Standard of
Conduct Determination that is adverse to Indemnitee may be challenged by the
Indemnitee in the Chancery Court of the State of Delaware. No determination by
the Company (including by its directors, stockholders or any Independent
Counsel) that Indemnitee has not satisfied any applicable standard of conduct
will be a defense to any Claim by Indemnitee for indemnification or
reimbursement or advance payment of Expenses by the Company hereunder or create
a presumption that Indemnitee has not met any applicable standard of conduct.



     9. No Negative Presumption. For purposes of this Agreement, the
termination of any Claim by judgment, order, settlement (whether with or
without court approval) or conviction, or upon a plea of nolo contendere or its
equivalent, will not create a presumption that Indemnitee did not meet any
applicable standard of conduct or that indemnification hereunder is otherwise
not permitted.



     10. Non-Exclusivity. The rights of Indemnitee hereunder will be in
addition to any other rights Indemnitee may have under the Constituent
Documents, or the substantive laws of Delaware, any other contract or otherwise
(collectively, “Other Indemnity Provisions”); provided, however, that (a) to
the extent that Indemnitee otherwise would have any greater right to
indemnification under any Other Indemnity Provision, Indemnitee will without
further action be deemed to have such greater right hereunder, (b) to the
extent that any change is made to any Other Indemnity Provision which permits
any greater right to indemnification than that provided under this Agreement as
of the date hereof, Indemnitee will without further action be deemed to have
such greater right hereunder, and (c) in no event will Indemnitee be entitled
to indemnity hereunder to the extent that he/she has been actually indemnified
under any Other Indemnity Provision (but the existence of such Other Indemnity
Provisions will not affect any right hereunder). The Company may not adopt any
amendment to any of the Constituent Documents the effect of which would be to
deny, diminish or encumber Indemnitee’s right to indemnification under this
Agreement or any Other Indemnity Provision.



     11. Liability Insurance and Funding. For the duration of Indemnitee’s
service as a director and/or officer of the Company and for not less than six
years thereafter, the Company will cause to be maintained in effect policies of
directors’ and officers’ liability insurance providing coverage for directors
and/or officers of the Company that is at least as favorable in scope and
amount to that provided by the Company’s current policies of directors’ and
officers’ liability insurance. Upon



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request, the Company will provide Indemnitee or his or her counsel with a
copy of all directors’ and officers’ liability insurance applications, binders,
policies, declarations, endorsements and other related materials, and will
provide Indemnitee with a reasonable opportunity to review and comment on the
same. Without limiting the generality or effect of the two immediately
preceding sentences, the Company will not discontinue or significantly reduce
the scope or amount of coverage from one policy period to the next (i) without
the prior approval thereof by a majority vote of the Incumbent Directors, even
if less than a quorum, or (ii) if at the time that any such discontinuation or
significant reduction in the scope or amount of coverage is proposed there are
no Incumbent Directors, without the prior written consent of Indemnitee in his
or her sole discretion. In all policies of directors’ and officers’ liability
insurance obtained by the Company, Indemnitee will be named as an insured in
such a manner as to provide Indemnitee the same rights and benefits, subject to
the same limitations, as are accorded to the Company’s directors and officers
most favorably insured by such policy. Notwithstanding the foregoing, (i) the
Company may, but will not be required to, create a trust fund, grant a security
interest or use other means, including without limitation a letter of credit,
to ensure the payment of such amounts as may be necessary to satisfy its
obligations to indemnify and advance expenses pursuant to this Agreement and
(ii) in renewing or seeking to renew any insurance hereunder, the Company will
not be required to expend more than two times the premium amount of the
immediately preceding policy period (equitably adjusted if necessary to reflect
differences in policy periods).




     12. Subrogation. In the event of payment under this Agreement, the
Company will be subrogated to the extent of such payment to all of the related
rights of recovery of Indemnitee against other Persons (other than Indemnitee’s
successors), including any entity or enterprise referred to in clause (i) of
the definition of “Indemnifiable Claim” in Section 1(f). Indemnitee will
execute all papers reasonably required to evidence such rights (all of
Indemnitee’s reasonable Expenses, including attorneys’ fees and charges,
related thereto to be reimbursed by or, at the option of Indemnitee, advanced
by the Company).



     13. No Duplication of Payments. The Company will not be liable under this
Agreement to make any payment to Indemnitee in respect of any Indemnifiable
Losses to the extent Indemnitee has otherwise already actually received payment
(net of Expenses incurred in connection therewith) under any insurance policy,
the Constituent Documents or the Other Indemnity Provisions or otherwise
(including from any entity or enterprise referred to in clause (i) of the
definition of “Indemnifiable Claim” in Section 1(f)) in respect of such
Indemnifiable Losses otherwise indemnifiable hereunder.



     14. Defense of Claims. The Company will be entitled to participate in the
defense of any Indemnifiable Claim or to assume the defense thereof with
counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee
determines, after consultation with counsel selected by Indemnitee, that (a)
the use of counsel chosen by the Company to represent Indemnitee would present
such counsel with an actual or potential conflict, (b) the named parties in any
such Indemnifiable Claim (including any impleaded parties) include both the
Company and Indemnitee and Indemnitee concludes that there may be one or more
legal



11









 




defenses available to him or her that are different from or in addition to
those available to the Company, (c) any such representation by such counsel
would be precluded under the applicable standards of professional conduct then
prevailing, or (d) Indemnitee has interests in the claim or underlying subject
matter that are different from or in addition to those of other Persons against
whom the Claim has been made or might reasonably be expected to be made, then
Indemnitee will be entitled to retain separate counsel (but not more than one
law firm plus, if applicable, local counsel in respect of any particular
Indemnifiable Claim for all indemnitees in Indemnitee’s circumstances) at the
Company’s expense. The Company will not be liable to Indemnitee under this
Agreement for any amounts paid in settlement of any threatened or pending
Indemnifiable Claim effected without the Company’s prior written consent. The
Company will not, without the prior written consent of the Indemnitee, effect
any settlement of any threatened or pending Indemnifiable Claim which the
Indemnitee is or could have been a party unless such settlement solely involves
the payment of money and includes a complete and unconditional release of the
Indemnitee from all liability on any claims that are the subject matter of such
Indemnifiable Claim. Neither the Company nor Indemnitee will unreasonably
withhold its consent to any proposed settlement; provided that Indemnitee may
withhold consent to any settlement that does not provide a complete and
unconditional release of Indemnitee.




     15. Successors and Binding Agreement. (a) The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of the business or
assets of the Company, by agreement in form and substance satisfactory to
Indemnitee and its counsel, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent the Company would be
required to perform if no such succession had taken place. This Agreement will
be binding upon and inure to the benefit of the Company and any successor to
the Company, including without limitation any Person acquiring directly or
indirectly all or substantially all of the business or assets of the Company
whether by purchase, merger, consolidation, reorganization or otherwise (and
such successor will thereafter be deemed the “Company” for purposes of this
Agreement), but will not otherwise be assignable or delegatable by the Company.



          (b) This Agreement will inure to the benefit of and be enforceable by the
Indemnitee’s personal or legal representatives, executors, administrators,
heirs, distributees, legatees and other successors.



          (c) This Agreement is personal in nature and neither of the parties hereto
will, without the consent of the other, assign or delegate this Agreement or
any rights or obligations hereunder except as expressly provided in Sections
15(a) and 15(b). Without limiting the generality or effect of the foregoing,
Indemnitee’s right to receive payments hereunder will not be assignable,
whether by pledge, creation of a security interest or otherwise, other than by
a transfer by the Indemnitee’s will or by the laws of descent and distribution,
and, in the event of any attempted assignment or transfer contrary to this
Section 15(c), the Company will have no liability to pay any amount so
attempted to be assigned or transferred.



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     16. Notices. For all purposes of this Agreement, all communications,
including without limitation notices, consents, requests or approvals, required
or permitted to be given hereunder must be in writing and will be deemed to
have been duly given when hand delivered or dispatched by electronic facsimile
transmission (with receipt thereof orally confirmed), or one business day after
having been sent for next-day delivery by a nationally recognized overnight
courier service, addressed to the Company (to the attention of the General
Counsel of the Company) and to Indemnitee at the applicable address shown on
the signature page hereto, or to such other address as any party may have
furnished to the other in writing and in accordance herewith, except that
notices of changes of address will be effective only upon receipt.



     17. Governing Law. The validity, interpretation, construction and
performance of this Agreement will be governed by and construed in accordance
with the substantive laws of the State of Delaware, without giving effect to
the principles of conflict of laws of such State. The Company and Indemnitee
each hereby irrevocably consents to the jurisdiction of the Chancery Court of
the State of Delaware for all purposes in connection with any action or
proceeding which arises out of or relates to this Agreement, waive all
procedural objections to suit in that jurisdiction, including without
limitation objections as to venue or inconvenience, agree that service in any
such action may be made by notice given in accordance with Section 16 and also
agree that any action instituted under this Agreement will be brought only in
the Chancery Court of the State of Delaware.



     18. Validity. If any provision of this Agreement or the application of
any provision hereof to any Person or circumstance is held invalid,
unenforceable or otherwise illegal, the remainder of this Agreement and the
application of such provision to any other Person or circumstance will not be
affected, and the provision so held to be invalid, unenforceable or otherwise
illegal will be reformed to the extent, and only to the extent, necessary to
make it valid, enforceable or legal. In the event that any court or other
adjudicative body declines to reform any provision of this Agreement held to be
invalid, unenforceable or otherwise illegal as contemplated by the immediately
preceding sentence, the parties thereto will take all such action as may be
necessary or appropriate to replace the provision so held to be invalid,
unenforceable or otherwise illegal with one or more alternative provisions that
effectuate the purpose and intent of the original provisions of this Agreement
as fully as possible without being invalid, unenforceable or otherwise illegal.



     19. Miscellaneous. No provision of this Agreement may be waived, modified
or discharged unless such waiver, modification or discharge is agreed to in
writing signed by Indemnitee and the Company. No waiver by either party hereto
at any time of any breach by the other party hereto or compliance with any
condition or provision of this Agreement to be performed by such other party
will be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, expressed or implied with respect to the subject matter
hereof have been made by either party that are not set forth expressly in this
Agreement.



13









 





     20. Legal Fees and Expenses. It is the intent of the Company that
Indemnitee not be required to incur legal fees or other Expenses associated
with the interpretation, enforcement or defense of Indemnitee’s rights under
this Agreement by litigation or otherwise because the cost and expense thereof
would substantially detract from the benefits intended to be extended to
Indemnitee hereunder. Accordingly, without limiting the generality or effect
of any other provision hereof, if it should appear to Indemnitee that the
Company has failed to comply with any of its obligations under this Agreement
or in the event that the Company or any other Person takes or threatens to take
any action to declare this Agreement void or unenforceable, or institutes any
litigation or other action or proceeding designed to deny, or to recover from,
Indemnitee the benefits provided or intended to be provided to Indemnitee
hereunder, the Company irrevocably authorizes the Indemnitee from time to time
to retain counsel of Indemnitee’s choice, at the expense of the Company as
hereafter provided, to advise and represent Indemnitee in connection with any
such interpretation, enforcement or defense, including without limitation the
initiation or defense of any litigation or other legal action, whether by or
against the Company or any director, officer, stockholder or other Person
affiliated with the Company, in any jurisdiction. Notwithstanding any existing
or prior attorney-client relationship between the Company and such counsel, the
Company irrevocably consents to Indemnitee’s entering into an attorney-client
relationship with such counsel, and in that connection the Company and
Indemnitee agree that a confidential relationship will exist between Indemnitee
and such counsel. Without limiting the generality or effect of any other
provision hereof, and without regard to whether Indemnitee prevails, in whole
or in part, in connection with any of the foregoing, the Company will pay and
be solely financially responsible for any and all attorneys’ and related fees
and expenses incurred by Indemnitee in connection with any of the foregoing.



     21. Certain Interpretive Matters. Unless the context of this Agreement
otherwise requires, (i) “it” or “its” or words of any gender include each other
gender, (ii) words using the singular or plural number also include the plural
or singular number, respectively, (iii) the terms “hereof,” “herein,” “hereby”
and derivative or similar words refer to this entire Agreement, (iv) the term
“Section” refers to the specified Section of this Agreement, (v) the terms
“include,” “includes” and “including” will be deemed to be followed by the
words “without limitation” (whether or not so expressed), and (vi) the word
“or” is disjunctive but not exclusive. Whenever this Agreement refers to a
number of days, such number will refer to calendar days unless business days
are specified and whenever action must be taken (including the giving of notice
or the delivery of documents) under this Agreement during a certain period of
time or by a particular date that ends or occurs on a non-business day, then
such period or date will be extended until the immediately following business
day. As used herein, “business day” means any day other than Saturday, Sunday
or a United States federal holiday.



     22. Entire Agreement. Subject to Section 10, this Agreement, the
Constituent Documents and the Other Indemnity Provisions constitute the entire
agreement and supersede all prior agreements and understandings, both written
and oral, between the parties hereto with respect to the subject matter of this
Agreement. Any prior agreements or understandings between the parties hereto



14









 




with respect to indemnification are hereby terminated and of no further
force or effect.




     23. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original but all of which
together will constitute one and the same agreement.



[Signatures Appear On Following Page]




15









 








     IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its
duly authorized representative to execute this Agreement as of the date set
forth below.



	 	 	 	 	 	 	 	 
	 	 	NEXTEL COMMUNICATIONS, INC.	 
	 
	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 
	 	 	 	 	
	 
	

	 	 	 	Name:	 	 	 
	

	 	 	 	 	 	
	 
	

	 	 	 	Title:	 	 	 
	

	 	 	 	 	 	
	 
	 
	 	 	 	 	 	 	 
	 	 	INDEMNITEE	 	 	 
	 
	 	 	 	 	 	 	 
	 	 	
	 
	 	 	Print Name:	 	 	 
	

	 	 	 	 	 	
	 
	 
	 	 	 	 	 	 	 
	 	 	Notice Address:	 
	 	 	2001 Edmund Halley Drive	 
	 	 	Reston, VA 20191	 
	 	 	Facsimile No.:	 
	

	 	 	 	 	 	
	 







	 	 	 
	Dated:
	 	 
	

	 	









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